Namib Minerals investor Khumalo reports 7.1% stake

Rhea-AI Filing Summary

Namib Minerals (NAMM) has an updated ownership disclosure from investor Mzilikazi Godfrey Khumalo on a Schedule 13D/A. Khumalo now reports beneficial ownership of 4,000,000 Ordinary Shares, representing 7.1% of Namib Minerals’ Ordinary Shares, with sole voting and dispositive power over these shares.

The amendment reports that Khumalo previously sold 4,886,996 Ordinary Shares in broker-assisted open market transactions at an average price of approximately $3.46 per share between August 2025 and February 2026. It also discloses a Share Loan Agreement dated June 29, 2026, under which Southern SelliBen Trust transferred 4,000,000 Ordinary Shares to Khumalo. In return, Khumalo granted the Trust a security interest in, and assigned to the Trust, all of his rights and interests in any earnout shares he may be entitled to receive from Namib Minerals.

Key Figures

Beneficially owned Ordinary Shares: 4,000,000 shares Percent of class beneficially owned: 7.1% Shares sold: 4,886,996 shares +3 more

6 metrics

Beneficially owned Ordinary Shares 4,000,000 shares Shares beneficially owned by Mzilikazi Godfrey Khumalo with sole voting and dispositive power

Percent of class beneficially owned 7.1% Portion of Namib Minerals’ Ordinary Shares represented by 4,000,000 shares

Shares sold 4,886,996 shares Ordinary Shares sold in broker-assisted open market transactions between August 2025 and February 2026

Average sale price $3.46 per share Average price for the 4,886,996 Ordinary Shares sold

Shares transferred under Share Loan Agreement 4,000,000 shares Ordinary Shares transferred by Southern SelliBen Trust to Khumalo on June 29, 2026

Date of Share Loan Agreement June 29, 2026 Execution date of the Share Loan Agreement between Khumalo and Southern SelliBen Trust

Key Terms

Schedule 13D/A, Share Loan Agreement, security interest, earnout shares

4 terms

Schedule 13D/A regulatory

"This Amendment No. 1 to (this "Amendment") amends and supplements the"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

Share Loan Agreement financial

"the execution of a Share Loan Agreement, dated as of June 29, 2026,"

security interest financial

"the Reporting Person granted the Trust a security interest in and assigned"

A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.

earnout shares financial

"all of the Reporting Person's right and interest to any earnout shares that the Reporting"

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

FAQ

What percentage of Namib Minerals (NAMM) does Mzilikazi Godfrey Khumalo currently beneficially own?

Mzilikazi Godfrey Khumalo reports beneficial ownership of 7.1% of Namib Minerals’ Ordinary Shares, corresponding to 4,000,000 shares over which he has sole voting and dispositive power, as disclosed in the Schedule 13D/A amendment.

How many Namib Minerals (NAMM) shares did Khumalo sell and at what price?

Khumalo sold 4,886,996 Ordinary Shares of Namib Minerals in a series of broker-assisted, open market transactions at an average price of approximately $3.46 per share, carried out between August 2025 and February 2026.

What is the Share Loan Agreement disclosed for Namib Minerals (NAMM)?

The Share Loan Agreement dated June 29, 2026 is between Khumalo and Southern SelliBen Trust. The Trust transferred 4,000,000 Ordinary Shares to Khumalo, and he granted the Trust a security interest in, and assigned to it, all his rights to any earnout shares from Namib Minerals.

Does anyone else share voting or dispositive power over Khumalo’s Namib Minerals (NAMM) shares?

No. The filing states that Khumalo has sole voting power over 4,000,000 shares and sole dispositive power over 4,000,000 shares, with 0 shares listed as shared voting or shared dispositive power.

Were there any recent Namib Minerals (NAMM) share transactions by Khumalo within 60 days of the filing?

The amendment states that the reporting person has not effected any transactions in Namib Minerals’ Ordinary Shares during the past 60 days other than those disclosed in the amendment itself.

What rights to future Namib Minerals (NAMM) shares are assigned under the Share Loan Agreement?

Under the Share Loan Agreement, Khumalo assigned to Southern SelliBen Trust all of his right and interest to any earnout shares that he may be entitled to receive from Namib Minerals, and granted the Trust a security interest in those rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 08:54 PM Accepted by SEC EDGAR 08/24/2026 - 08:54 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Namib Minerals

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G63638103

(CUSIP Number)

Mzilikazi Godfrey Khumalo
Francois-Bellot 6,
Geneva, V8, 1206
44 7584 328460

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G63638103

1

Name of reporting person

Mzilikazi Godfrey Khumalo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SOUTH AFRICA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Namib Minerals
(c)	Address of Issuer's Principal Executive Offices: 71 Fort Street, P.O. Box 500, Grand Cayman, CAYMAN ISLANDS , KY1-1106.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed by Mzilikazi Godfrey Khumalo (the "Reporting Person") on June 11, 2025 (the "Original Schedule 13D"),with respect to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Namib Minerals (the "Issuer"). This Amendment is being filed to report (i) the sale of 4,886,996 Ordinary Shares by the Reporting Person in a series of broker assisted, open market transactions for average price of approximately $3.46 per share between August 2025 and February 2026; and (ii) the execution of a Share Loan Agreement, dated as of June 29, 2026, by and between the Reporting Person and Southern SelliBen Trust (the "Trust"), pursuant to which the Trust transferred 4,000,000 Ordinary Shares to the Reporting Person and the Reporting Person granted the Trust a security interest in and assigned to the Trust all of the Reporting Person's right and interest to any earnout shares that the Reporting Person may be entitled to receive from the Issuer.
Item 2.	Identity and Background
(a)	This Statement is being filed by the Reporting Person
(b)	The address of the Reporting Person is Francois-Bellot 6, 1206 Geneva, Switzerland.
(c)	The principal occupation of the Reporting Person is investor and entrepreneur.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of South Africa.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person received the Ordinary Shares on June 5, 2025 as consideration in connection with the Business Combination (as defined below) involving the Issuer. Item 4 of this Statement provides a general overview of the Business Combination and summarizes the certain provisions of the Business Combination Agreement and Registration Rights Agreement (each as defined below) that pertain to the Ordinary Shares acquired by the Reporting Person and is incorporated herein by reference.
Item 4.	Purpose of Transaction
	The responses to Items 1, 2, 4, 5 and 6 of this Amendment are incorporated into this Item 3 by reference in their entirety
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference.
(b)	The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference.
(c)	The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days except as disclosed in this Amendment, which information is incorporated by reference in this Item 5(c).
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Share Loan Agreement, dated June 29, 2026, by and between Mzilikazi Godfrey Khumalo and Southern SelliBen Trust

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mzilikazi Godfrey Khumalo

Signature:	/s/ Mzilikazi Godfrey Khumalo
Name/Title:	Mzilikazi Godfrey Khumalo
Date:	08/24/2026